The Capital Markets Authority (CMA) has granted Hubris Holdings Limited and Sanlam Allianz Africa Proprietary Limited (SAZ) an exemption from issuing a mandatory takeover offer following their combined shareholding in Sanlam Kenya Plc rising to 71.47%.
- •In a public announcement on July 9, the two firms confirmed that the CMA approved their exemption application on 03 July 2025 with the approval being granted under Regulation 5 of the Capital Markets (Take-overs and Mergers) Regulations, 2002.
- •This exemption clears the final hurdle after Sanlam Kenya’s KSh 2.5 billion rights issue, where majority shareholder Hubris increased its stake from 57.14% to 66.19%.
- •An additional 100.5 million shares will be allotted to Hubris and/or SAZ through the underwriting agreement, pushing their combined holding to 71.47%.
No Takeover Triggered, Thanks to Regulation 5
Ordinarily, gaining more than 35% control would trigger Regulation 3(1) and require a mandatory takeover offer to minority shareholders. However, as previously reported, Hubris and SAZ applied for an exemption based on the following:
- •Regulation 5(2)(a) – acquisition via a rights issue;
- •Regulation 5(2)(f) – offer would be burdensome or impractical;
- •Regulation 5(2)(g) – not in the best interest of shareholders.
As a result, the CMA agreed with these grounds. It also noted that the transaction followed all required approvals, including those from the Insurance Regulatory Authority (IRA).
Capital Raise, Not Hostile Takeover
The CMA’s approval aligns with the restructuring’s goal of strengthening Sanlam Kenya’s balance sheet.
Proceeds from the rights issue helped repay a KSh 4 billion loan owed to Stanbic Bank Kenya. Additionally, SAZ played a key role in underwriting the issue, ensuring full subscription and financial stability.
